Each restricted stock unit represents the right to receive one share of the Issuer's common stock pursuant to a Director Deferred Compensation Agreement entered into under the Issuer's 2005 Long-Term Incentive Plan.

(2)

The shares of common stock underlying the restricted stock units will be distributed to the Reporting Person 30 days following the six-month anniversary of the date the Reporting Person ceases to be a director of the Issuer.

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